Register of ASX Listing Rule Waivers

Register of ASX Listing Rule Waivers

                                                    16 to 31 January 2019




                      The purpose of this register is to record when ASX has exercised its
                      discretion and granted a waiver from the ASX Listing rules. Waivers
                      are published bi-monthly and include information such as:


                      - Organisation
                      - Rule Number
                      - Decision Details
                      - Basis for Decision




                     For all product enquiries, please contact:
                     - Customer Service Centre on 131 279




  ASX Limited ABN 98 008 624 691 and its related bodies corporate reserve all rights in the material incorporated in this publication. No part of
this publication may be photocopied, reproduced, transcribed into or stored in a retrieval system or any other form of electronic medium, nor may
    it be transmitted in any form or by any means whether electronic, mechanical or otherwise without the prior written approval of the General
 Manager, Market Information, ASX Limited. NO RESPONSIBILITY IS ACCEPTED FOR ANY INACCURACIES IN THE MATTER PUBLISHED




                                                             PAGE 1 OF 32
Register of ASX Listing Rule Waivers


            Rule Number                    1.1 condition 12
            Date                           29/01/2019
            ASX Code                       SPT
            Listed Company
                                           SPLITIT PAYMENTS LTD
            Waiver Number                  WLC180417-001
            Decision
                                           1. Based solely on the information provided, ASX Limited ("ASX")
                                           grants Splitit Payments Ltd (the "Company") a waiver from listing
                                           rule 1.1 condition 12 the extent necessary for the Company to have
                                           on issue 18,000,000 performance rights ("Performance Rights") and
                                           10,344,339 options exercisable at NIS 0.01 each ("Options") on
                                           condition that the material terms and conditions of the Performance
                                           Rights and Options are clearly disclosed in the Prospectus.
            Basis For Decision
                                           Underlying Policy
                                           If an entity seeking admission to the official list has options or
                                           performance rights on issue, the exercise price for each underlying
                                           security must be at least 20 cents in cash. This rule supports Listing
                                           Rule 2.1 condition 2 which requires the issue price or sale price of
                                           all the securities for which an entity is seeking quotation (except
                                           options) upon admission to the official list to be at least 20 cents in
                                           cash. These requirements together support the integrity of the ASX
                                           market, as they demonstrate that the entity's ordinary securities
                                           have a minimum value suitable for a listed entity.


                                           Present Application
                                           The Company has applied for admission to the official list of ASX.
                                           The Company is proposing to issue 18,000,000 unquoted,
                                           non-voting, non-participating and non-transferable Performance
                                           Rights to employees for nil consideration. The Performance Rights
                                           would represent approximately 7.5% on minimum and 7.2% on
                                           maximum of the undiluted issued capital of the Company at the time
                                           of listing. The material terms of the Performance Rights are
                                           disclosed in the prospectus. The Performance Rights will convert
                                           into ordinary shares in the Company on a one-for-one basis on the
                                           achievement of certain milestones. In the event that the conditions
                                           relevant to the Performance Right are not satisfied by the relevant
                                           vesting date then the Performance Right will automatically lapse.
                                           Accordingly, it is proposed to grant the waiver as the issue of the
                                           Performance Rights does not undermine the 20 cent rule.
                                           The Company is also proposing to have on issue 10,344,339
                                           unquoted Options with an exercise price of NIS 0.01 each
                                           representing approximately 3.9% on minimum and 3.8% on
                                           maximum of the undiluted issued capital of the Company at the time
                                           of listing. The existence of this number of unquoted options will not
                                           undermine the 20 cent rule in the circumstances and accordingly, it
                                           is proposed to grant the requested waiver.




  ASX Limited ABN 98 008 624 691 and its related bodies corporate reserve all rights in the material incorporated in this publication. No part of
this publication may be photocopied, reproduced, transcribed into or stored in a retrieval system or any other form of electronic medium, nor may
    it be transmitted in any form or by any means whether electronic, mechanical or otherwise without the prior written approval of the General
 Manager, Market Information, ASX Limited. NO RESPONSIBILITY IS ACCEPTED FOR ANY INACCURACIES IN THE MATTER PUBLISHED




                                                             PAGE 2 OF 32
Register of ASX Listing Rule Waivers

            Rule Number                    1.8 condition 11
            Date                           23/01/2019
            ASX Code                       RT2
            Listed Company
                                           SERIES 2018-1 REDS EHP TRUST
            Waiver Number                  WLC180422-001
            Decision
                                           1. Based solely on the information provided, ASX Limited ("ASX")
                                           grants Perpetual Trustee Company Limited in its capacity as trustee
                                           (the "Issuer") of the Series 2018-1 REDS EHP Trust (the "Trust") a
                                           waiver from condition 11 of listing rule 1.8 to the extent that the
                                           Notes need not satisfy CHESS requirements on condition that ASX
                                           is satisfied with the settlement arrangements that exist in relation to
                                           the debt securities to be quoted on ASX.
            Basis For Decision
                                           Underlying Policy
                                           An entity must be approved to act as an issuer of quoted securities
                                           under the operating rules of an approved clearing and settlement
                                           (CS) facility, except if the entity is incorporated in a jurisdiction
                                           where the entity's securities cannot be approved under the
                                           operating rules of a CS facility. This supports orderly settlement of
                                           securities quoted on the ASX market.

                                           Present Application
                                           The debt securities of the Issuer being quoted are wholesale debt
                                           securities. The debt securities of the Issuer are to be settled
                                           outside of CHESS. It is considered appropriate to grant a waiver on
                                           the condition that ASX is satisfied with the settlement arrangements
                                           that exist in relation to the debt securities to be quoted on ASX.




  ASX Limited ABN 98 008 624 691 and its related bodies corporate reserve all rights in the material incorporated in this publication. No part of
this publication may be photocopied, reproduced, transcribed into or stored in a retrieval system or any other form of electronic medium, nor may
    it be transmitted in any form or by any means whether electronic, mechanical or otherwise without the prior written approval of the General
 Manager, Market Information, ASX Limited. NO RESPONSIBILITY IS ACCEPTED FOR ANY INACCURACIES IN THE MATTER PUBLISHED




                                                             PAGE 3 OF 32
Register of ASX Listing Rule Waivers

            Rule Number                    2.1 condition 3
            Date                           23/01/2019
            ASX Code                       RT2
            Listed Company
                                           SERIES 2018-1 REDS EHP TRUST
            Waiver Number                  WLC180422-002
            Decision
                                           1. Based solely on the information provided, ASX Limited ("ASX")
                                           grants Perpetual Trustee Company Limited in its capacity as trustee
                                           (the "Issuer") of the Series 2018-1 REDS EHP Trust (the "Trust") a
                                           waiver from condition 3 of listing rule 2.1 to the extent necessary
                                           that the Issuer's securities need not satisfy CHESS requirements on
                                           condition that ASX is satisfied with the settlement arrangements
                                           that exist in relation to the debt securities to be quoted on ASX.
            Basis For Decision
                                           Underlying Policy
                                           An entity the securities of which are to be quoted must ensure that
                                           the requirements of a clearing and settlement (CS) facility relating
                                           to an entity's securities are satisfied, except if the entity is
                                           incorporated in a jurisdiction where the entity's securities cannot be
                                           approved under the operating rules of a CS facility. This supports
                                           orderly settlement of securities quoted on the ASX market.

                                           Present Application
                                           The securities of the Issuer being quoted are wholesale debt
                                           securities. The securities of the Issuer are to be settled outside of
                                           CHESS. It is considered appropriate to grant a waiver on the
                                           condition that ASX is satisfied with the settlement arrangements
                                           that exist in relation to the debt securities to be quoted on ASX.




  ASX Limited ABN 98 008 624 691 and its related bodies corporate reserve all rights in the material incorporated in this publication. No part of
this publication may be photocopied, reproduced, transcribed into or stored in a retrieval system or any other form of electronic medium, nor may
    it be transmitted in any form or by any means whether electronic, mechanical or otherwise without the prior written approval of the General
 Manager, Market Information, ASX Limited. NO RESPONSIBILITY IS ACCEPTED FOR ANY INACCURACIES IN THE MATTER PUBLISHED




                                                             PAGE 4 OF 32
Register of ASX Listing Rule Waivers

            Rule Number                    3.10.5
            Date                           23/01/2019
            ASX Code                       RT2
            Listed Company
                                           SERIES 2018-1 REDS EHP TRUST
            Waiver Number                  WLC180422-003
            Decision
                                           1. Based solely on the information provided, ASX Limited ("ASX")
                                           grants Perpetual Trustee Company Limited in its capacity as trustee
                                           (the "Issuer") of the Series 2018-1 REDS EHP Trust (the "Trust") a
                                           waiver from listing rule 3.10.5 to the extent necessary to permit the
                                           Issuer, in respect of an issue of debt securities that are not to be
                                           quoted on ASX, to tell ASX but need not lodge an Appendix 3B.
            Basis For Decision
                                           Underlying Policy
                                           An entity must tell ASX of an issue of securities and must give ASX
                                           an Appendix 3B in respect of those securities. An entity must tell
                                           ASX if any securities are restricted securities or subject to voluntary
                                           escrow. This disclosure maintains an informed market.

                                           Present Application
                                           The securities of the Issuer being quoted are wholesale debt
                                           securities. The Issuer issues other debt securities that are not to be
                                           quoted on ASX. With respect to an issue of debt securities not
                                           quoted on ASX, the entity has to tell ASX but does not have to
                                           lodge an Appendix 3B. The information required by an Appendix 3B
                                           would not be relevant for an issue of such securities. The entity
                                           must still notify ASX of an issue of debt securities to be quoted on
                                           ASX and lodge an Appendix 3B in order to maintain an informed
                                           market.




  ASX Limited ABN 98 008 624 691 and its related bodies corporate reserve all rights in the material incorporated in this publication. No part of
this publication may be photocopied, reproduced, transcribed into or stored in a retrieval system or any other form of electronic medium, nor may
    it be transmitted in any form or by any means whether electronic, mechanical or otherwise without the prior written approval of the General
 Manager, Market Information, ASX Limited. NO RESPONSIBILITY IS ACCEPTED FOR ANY INACCURACIES IN THE MATTER PUBLISHED




                                                             PAGE 5 OF 32
Register of ASX Listing Rule Waivers

            Rule Number                    6.23.2
            Date                           16/01/2019
            ASX Code                       DRM
            Listed Company
                                           DORAY MINERALS LIMITED
            Waiver Number                  WLC180420-001
            Decision
                                           1. Based solely on the information provided, ASX Limited ("ASX")
                                           grants Doray Minerals Limited (the "Company") a waiver from listing
                                           rule 6.23.2 to the extent necessary to permit 3,374,779 unquoted
                                           options, exercisable at $0.40 each and expiring 30 January 2020
                                           ("40c Options"), to be transferred to Silver Lake in consideration for
                                           the payment of $0.0781 cash for every 40c Option held on the
                                           record date, in accordance with the terms of the proposed Option
                                           Scheme. The waiver is conditional on:
                                           1.1 the holders of the 40c Options approving by the requisite
                                           majorities, and a court of competent jurisdiction approving that all of
                                           the 40c Options on issue as at the record date will be transferred to
                                           Silver Lake, in consideration for the payment of $0.0781 cash for
                                           every 40c Option then held ("Option Scheme"), and the court's
                                           orders being lodged with the Australian Securities and Investments
                                           Commission ("ASIC") such that the Option Scheme is made
                                           effective; and
                                           1.2 full details of the proposed treatment of the 40c Options to be
                                           set out to ASX's satisfaction in the scheme booklet.

            Basis For Decision             Underlying Policy
                                           Standard Decision, refer to Guidance Note 17.




  ASX Limited ABN 98 008 624 691 and its related bodies corporate reserve all rights in the material incorporated in this publication. No part of
this publication may be photocopied, reproduced, transcribed into or stored in a retrieval system or any other form of electronic medium, nor may
    it be transmitted in any form or by any means whether electronic, mechanical or otherwise without the prior written approval of the General
 Manager, Market Information, ASX Limited. NO RESPONSIBILITY IS ACCEPTED FOR ANY INACCURACIES IN THE MATTER PUBLISHED




                                                             PAGE 6 OF 32
Register of ASX Listing Rule Waivers

            Rule Number                    6.23.3
            Date                           18/01/2019
            ASX Code                       DRM
            Listed Company
                                           DORAY MINERALS LIMITED
            Waiver Number                  WLC180419-001
            Decision
                                           1. Based solely on the information provided, ASX Limited ("ASX")
                                           grants Doray Minerals Limited (the "Company") the following waiver
                                           in connection with the binding scheme of implementation deed with
                                           Silver Lake Resources Limited ("Silver Lake").
                                           1.1. A waiver from listing rule 6.23.3 to the extent necessary to
                                           permit the Company to waive the performance conditions and
                                           accelerate, without shareholder approval, the vesting of the
                                           8,645,481 performance rights ("Performance Rights") in connection
                                           with the proposed transfer to Silver Lake of all the fully paid ordinary
                                           shares in the capital of the Company ("Doray Shares") on issue as
                                           at the record date, in consideration for the issue of 0.6772 of a fully
                                           paid ordinary share in Silver Lake per Doray Share then held
                                           ("Share Scheme"). The waiver is conditional on:
                                           1.1.1. the Company's shareholders approving by the requisite
                                           majority, and a court of competent jurisdiction approving, the Share
                                           Scheme, and the court's orders being lodged with the ASIC such
                                           that the Share Scheme is made effective; and
                                           1.1.2. full details of the proposed treatment of the Performance
                                           Rights are set out to ASX's satisfaction in the scheme booklet.

            Basis For Decision
                                           Underlying Policy
                                           Listing rule 6.23.3 stipulates that changes to options which have the
                                           effect of reducing the exercise price, increasing the exercise period
                                           or increasing the number of securities received on exercise is
                                           prohibited. These terms are considered to be so fundamental and
                                           integral to the terms of the options when granted that they cannot
                                           be changed even with the approval of shareholders. These option
                                           terms determine the intrinsic value (if any) which may be attributed
                                           to the options. The valuation of the options and investors' decisions
                                           whether to buy, hold, sell, or exercise, the options depends upon
                                           investors having certainty as to the terms of the options. To ensure
                                           the integrity of the market any changes to the fundamental terms of
                                           the options are prohibited.

                                           Present Application
                                           The Company has entered into a binding scheme implementation
                                           deed with Silver Lake Resources Limited ("Silver Lake") under
                                           which the two companies will merge. The Company proposes to
                                           waive the performance conditions and accelerate, without
                                           shareholder approval, the vesting of the 8,645,481 performance
                                           rights ("Performance Rights") in connection with the proposed
                                           transfer to Silver Lake of all the fully paid ordinary shares in the
                                           capital of the Company ("Doray Shares") on issue as at the record
                                           date, in consideration for the issue of 0.6772 of a fully paid ordinary
                                           share in Silver Lake per Doray Share then held ("Share Scheme").
                                           Waiving the performance conditions and accelerating the vesting of
                                           the Performance Rights will allow the holders of the Performance
                                           Rights to participate in the Share Scheme on the same basis as the
                                           other holders of Doray Shares. The Holders of Doray Shares will
                                           not be disadvantaged by the accelerated vesting of the




  ASX Limited ABN 98 008 624 691 and its related bodies corporate reserve all rights in the material incorporated in this publication. No part of
this publication may be photocopied, reproduced, transcribed into or stored in a retrieval system or any other form of electronic medium, nor may
    it be transmitted in any form or by any means whether electronic, mechanical or otherwise without the prior written approval of the General
 Manager, Market Information, ASX Limited. NO RESPONSIBILITY IS ACCEPTED FOR ANY INACCURACIES IN THE MATTER PUBLISHED




                                                             PAGE 7 OF 32
Register of ASX Listing Rule Waivers


                                           Performance Rights as the consideration for the Doray Shares
                                           subsequently issued to the holders will be paid by Silver Lake
                                           without affecting the consideration payable to other holders of
                                           Doray Shares under the Share Scheme. There are no third parties
                                           who would be adversely affected if the waiver is granted.
                                           Accordingly, the requirement to obtain shareholder approval to
                                           waive the performance conditions and accelerate the vesting of the
                                           performance rights would be superfluous.




  ASX Limited ABN 98 008 624 691 and its related bodies corporate reserve all rights in the material incorporated in this publication. No part of
this publication may be photocopied, reproduced, transcribed into or stored in a retrieval system or any other form of electronic medium, nor may
    it be transmitted in any form or by any means whether electronic, mechanical or otherwise without the prior written approval of the General
 Manager, Market Information, ASX Limited. NO RESPONSIBILITY IS ACCEPTED FOR ANY INACCURACIES IN THE MATTER PUBLISHED




                                                             PAGE 8 OF 32
Register of ASX Listing Rule Waivers

            Rule Number                    6.23.4
            Date                           18/01/2019
            ASX Code                       DRM
            Listed Company
                                           DORAY MINERALS LIMITED
            Waiver Number                  WLC180419-002
            Decision
                                           1. Based solely on the information provided, ASX Limited ("ASX")
                                           grants Doray Minerals Limited (the "Company") the following waiver
                                           in connection with the binding scheme of implementation deed with
                                           Silver Lake Resources Limited ("Silver Lake").
                                           1.1. A waiver from listing rule 6.23.4 to the extent necessary to
                                           permit the Company to amend, without shareholder approval, the
                                           terms and conditions of the 3,374,779 unquoted options,
                                           exercisable at $0.40 each and expiring 30 January 2020 ("40c
                                           Options") which are on their terms incapable of transfer, such that
                                           the 40c Options are transferable to Silver Lake pursuant to the
                                           terms of the proposed transfer to Silver Lake of all the 40c Options
                                           on issue as at the record date, in consideration for the payment of
                                           $0.0781 cash for every 40c Option then held ("Option Scheme").
                                           The waiver is conditional on:
                                           1.1.1. the Company's shareholders and the holders of the 40c
                                           Options approving by the requisite majorities, and a court of
                                           competent jurisdiction approving the Schemes, and the court's
                                           orders being lodged with the ASIC such that the Schemes are
                                           made effective; and
                                           1.1.2. full details of the proposed treatment of the 40c Options to
                                           be set out to ASX's satisfaction in the scheme booklet.

            Basis For Decision
                                           Underlying Policy
                                           Listing rule 6.23.4 sets out the circumstances in which option terms
                                           can be changed. Some terms can be changed with the approval of
                                           shareholders of issued ordinary securities. This ensures that an
                                           appropriate a balance is maintained between the rights of holders of
                                           ordinary securities and the holders of options.


                                           Present Application
                                           The Company has entered into a binding scheme implementation
                                           deed with Silver Lake under which the two companies will merge.
                                           The Company intends to amend the terms and conditions of the 40c
                                           Options which are on their terms incapable of transfer, such that all
                                           the 40c Options on issue as at the record date are transferred to
                                           Silver Lake in consideration for the payment of $0.0781 cash for
                                           every 40c Option then held ("Option Scheme"). The transferability
                                           of the 40c Options will have no substantive effect on the market for
                                           quoted securities as they may only be transferred to Silver Lake
                                           after the schemes have become effective. The holders of the 40c
                                           Options will be required to approve the Option Scheme, which will
                                           be based on the disclosures in the scheme booklet. The number of
                                           40c Options is not significant in the context of the Company's
                                           capital structure and there are no third parties who would be
                                           adversely affected if the waiver is granted. Accordingly, the
                                           requirement to obtain shareholder approval for the transfer of the
                                           40c Options would be superfluous.




  ASX Limited ABN 98 008 624 691 and its related bodies corporate reserve all rights in the material incorporated in this publication. No part of
this publication may be photocopied, reproduced, transcribed into or stored in a retrieval system or any other form of electronic medium, nor may
    it be transmitted in any form or by any means whether electronic, mechanical or otherwise without the prior written approval of the General
 Manager, Market Information, ASX Limited. NO RESPONSIBILITY IS ACCEPTED FOR ANY INACCURACIES IN THE MATTER PUBLISHED




                                                             PAGE 9 OF 32
Register of ASX Listing Rule Waivers

            Rule Number                    6.23.4
            Date                           29/01/2019
            ASX Code                       MAQ
            Listed Company
                                           MACQUARIE TELECOM GROUP LIMITED
            Waiver Number                  WLC190009-001
            Decision
                                           1. Based solely on the information provided, ASX Limited ("ASX")
                                           grants Macquarie Telecom Group Limited (the "Company") a waiver
                                           from Listing Rule 6.23.4 to the extent necessary to permit the
                                           Company, without shareholder approval, to amend the terms of
                                           543,002 performance rights issued under the Company's FY16,
                                           FY17, FY18 and FY19 long term incentive plans ("Plans") by
                                           allowing the transfer, and allocation of unallocated shares
                                           previously acquired by the trustee of the employee share trust
                                           ("EST"), in addition to its existing ability to issue shares under the
                                           terms of the Plans, to satisfy its performance delivery requirements
                                           and for the Plans and EST to operate in conjunction with one
                                           another.

            Basis For Decision             Underlying Policy
                                           Standard Decision, refer to Guidance Note 17.




  ASX Limited ABN 98 008 624 691 and its related bodies corporate reserve all rights in the material incorporated in this publication. No part of
this publication may be photocopied, reproduced, transcribed into or stored in a retrieval system or any other form of electronic medium, nor may
    it be transmitted in any form or by any means whether electronic, mechanical or otherwise without the prior written approval of the General
 Manager, Market Information, ASX Limited. NO RESPONSIBILITY IS ACCEPTED FOR ANY INACCURACIES IN THE MATTER PUBLISHED




                                                            PAGE 10 OF 32
Register of ASX Listing Rule Waivers

            Rule Number                    6.24
            Date                           23/01/2019
            ASX Code                       RT2
            Listed Company
                                           SERIES 2018-1 REDS EHP TRUST
            Waiver Number                  WLC180422-004
            Decision
                                           1. Based solely on the information provided, ASX Limited ("ASX")
                                           grants Perpetual Trustee Company Limited in its capacity as trustee
                                           (the "Issuer") of the Series 2018-1 REDS EHP Trust (the "Trust") a
                                           waiver from listing rule 6.24 (Appendix 6A paragraph 2) to the
                                           extent necessary to permit the Trust to follow a timetable for interest
                                           payments outlined in the Information Memorandum, on condition
                                           that on the next business day after an interest payment date the
                                           Issuer tells ASX the following.
                                           1.1. The record date for the next interest period.
                                           1.2. The payment date for the next interest period.

            Basis For Decision
                                           Underlying Policy
                                           Listing rule 6.24 requires an entity to comply with Appendix 6A
                                           which prescribes the timetable and information notification
                                           requirements for various corporate actions. This requirement
                                           ensures that security holders and the market are given timely
                                           information regarding their securities, and assists ASX to maintain
                                           orderly trading and settlement of securities. Paragraph 2 of
                                           Appendix 6A applies to interest payments on quoted debt
                                           securities.

                                           Present Application
                                           The securities of the Issuer being quoted are wholesale debt
                                           securities. These securities are required to pay interest monthly.
                                           The Information Memorandum in relation to the securities specifies
                                           the record date for the class A notes is four business days before
                                           an interest payment date. The waiver is granted on the condition
                                           that the entity tells ASX the relevant dates for the next interest
                                           period the business day after a payment has been made. This
                                           requirement ensures that an informed market is maintained.




  ASX Limited ABN 98 008 624 691 and its related bodies corporate reserve all rights in the material incorporated in this publication. No part of
this publication may be photocopied, reproduced, transcribed into or stored in a retrieval system or any other form of electronic medium, nor may
    it be transmitted in any form or by any means whether electronic, mechanical or otherwise without the prior written approval of the General
 Manager, Market Information, ASX Limited. NO RESPONSIBILITY IS ACCEPTED FOR ANY INACCURACIES IN THE MATTER PUBLISHED




                                                            PAGE 11 OF 32
Register of ASX Listing Rule Waivers

            Rule Number                    7.1
            Date                           23/01/2019
            ASX Code                       AVZ
            Listed Company
                                           AVZ MINERALS LIMITED
            Waiver Number                  WLC190004-001
            Decision
                                           1. Based solely on the information provided, ASX Limited ("ASX")
                                           grants AVZ Minerals Limited (the "Company") the following waiver
                                           in connection with a proposed share purchase plan ("SPP")
                                           conducted in accordance with Australian Securities and
                                           Investments Class Order 09/425, and pursuant to which each
                                           shareholder (including related parties) will be offered $15,000 worth
                                           of shares at an issue price of not less than 80% of the volume
                                           weighted average price for shares calculated over the last five days
                                           on which sales in the securities were recorded either before the day
                                           on which the issue was announced or before the day on which the
                                           issue is made.
                                           1.1. A waiver from listing rule 7.1 to the extent necessary to permit
                                           the Company to issue shares under the SPP without shareholder
                                           approval, on condition that the number of shares issued in relation
                                           to the SPP under the prospectus will not exceed 30% of the number
                                           of fully paid ordinary shares in the Company already on issue.

            Basis For Decision             Underlying Policy
                                           Standard Decision, refer to Guidance Note 17.




  ASX Limited ABN 98 008 624 691 and its related bodies corporate reserve all rights in the material incorporated in this publication. No part of
this publication may be photocopied, reproduced, transcribed into or stored in a retrieval system or any other form of electronic medium, nor may
    it be transmitted in any form or by any means whether electronic, mechanical or otherwise without the prior written approval of the General
 Manager, Market Information, ASX Limited. NO RESPONSIBILITY IS ACCEPTED FOR ANY INACCURACIES IN THE MATTER PUBLISHED




                                                            PAGE 12 OF 32
Register of ASX Listing Rule Waivers

            Rule Number                    7.1
            Date                           16/01/2019
            ASX Code                       JRV
            Listed Company
                                           JERVOIS MINING LIMITED
            Waiver Number                  WLC190008-001
            Decision
                                           1. Based solely on the information provided by Jervois Mining
                                           Limited (the "Company") in connection with the proposed merger
                                           with Canadian-incorporated company M2 Cobalt Corporation ("M2
                                           Cobalt") which is listed on the TSX Ventures Exchange in Canada
                                           ("TSXV") by way of a Plan of Arrangement ("Plan") under the
                                           Business Corporations Act (British Columbia), ASX Limited ("ASX")
                                           grants the Company a waiver from listing rule 7.1 to permit the
                                           Company to issue 63,369,995 shares to M2 Cobalt shareholders as
                                           consideration pursuant to the Plan, without obtaining the approval
                                           of the Company's shareholders.

            Basis For Decision
                                           Underlying Policy
                                           Listing rule 7.1 protects a listed entity's security holders against
                                           dilution of their voting and economic interests in the listed entity by
                                           imposing a limit on the number of equity securities that may be
                                           issued by the entity without prior security holder approval. The
                                           actual number of equity securities that a listed entity may issue
                                           without prior ordinary security holder approval is calculated by
                                           reference to a formula in listing rule 7.1, and is approximately 15%
                                           of the number of fully paid ordinary securities. (The formula is more
                                           complex than this description indicates, and is set out in full in
                                           listing rule 7.1). A number of exceptions from the requirement to
                                           limit the number of equity securities that may be issued without prior
                                           ordinary security holder approval are permitted under listing rule
                                           7.2, including issues made under a merger by way of scheme of
                                           arrangement under the Corporations Act.


                                           Present Application
                                           The Company is undertaking a merger with a Canadian
                                           incorporated company by way of an arrangement under the
                                           Canadian Business Corporations Act (British Columbia). The
                                           process is substantially similar to a scheme of arrangement under
                                           the Corporations Act. Issues of securities made as scheme
                                           consideration to 'target' shareholders where the target is an
                                           Australian incorporated entity that undertakes a scheme of
                                           arrangement under the Corporations Act are not required to be
                                           approved by shareholders, under exception 5 of listing rule 7.2. The
                                           Canadian arrangement process is substantially similar to the
                                           Australian scheme of arrangement. The waiver is granted as the
                                           rationale for the exception in listing rule 7.2 exception 5 is equally
                                           applicable where the target is a foreign incorporated entity and the
                                           merger process is substantially similar to the Australian scheme of
                                           arrangement.




  ASX Limited ABN 98 008 624 691 and its related bodies corporate reserve all rights in the material incorporated in this publication. No part of
this publication may be photocopied, reproduced, transcribed into or stored in a retrieval system or any other form of electronic medium, nor may
    it be transmitted in any form or by any means whether electronic, mechanical or otherwise without the prior written approval of the General
 Manager, Market Information, ASX Limited. NO RESPONSIBILITY IS ACCEPTED FOR ANY INACCURACIES IN THE MATTER PUBLISHED




                                                            PAGE 13 OF 32
Register of ASX Listing Rule Waivers

            Rule Number                    7.3.2
            Date                           29/01/2019
            ASX Code                       CAS
            Listed Company
                                           CRUSADER RESOURCES LIMITED
            Waiver Number                  WLC190006-001
            Decision
                                           1. Based solely on the information provided, ASX Limited ("ASX")
                                           grants Crusader Resources Limited (the "Company") a waiver from
                                           Listing Rule 7.3.2 to allow the Company's notice of annual general
                                           meeting ("Notice") seeking shareholder approval for the issue of up
                                           to 14,400,000 shares ("Interest Shares") in consideration for the
                                           payment of interest of 8% per annum on convertible notes issued
                                           by the Company ("Convertible Notes") due to unrelated parties
                                           ("Noteholders"), not to state that the date by which the Company
                                           will issue the Interest Shares will be no later than 3 months after the
                                           date of the Meeting on the following conditions.
                                           1.1. The Interest Shares must be issued to the Noteholders no later
                                           than 24 December 2019.
                                           1.2. For any annual reporting period during which any of the
                                           Interest Shares have been issued or any of them remain to be
                                           issued, the Company's annual report sets out in detail the number
                                           of Interest Shares issued during the reporting period, the number of
                                           Interest Shares that remain to be issued and the basis on which the
                                           Interest Shares may be issued.
                                           1.3. In any half year or quarterly report for a period during which
                                           any of the Interest Shares have been issued or remain to be issued,
                                           the Company must include a summary statement of the number of
                                           Interest Shares issued during the reporting period, and the number
                                           of Interest Shares that remain to be issued and the basis on which
                                           the Interest Shares may be issued.
                                           1.4. The terms of the waiver are disclosed in the Notice.
                                           1.5. The Notice contains a summary of the material terms of the
                                           Convertible Notes.


            Basis For Decision
                                           Underlying Policy
                                           Listing Rule 7.1 protects a listed entity's security holders against
                                           dilution of their voting and economic interests in the listed entity by
                                           imposing a limit on the number of equity securities that may be
                                           issued by the entity without prior security holder approval. This limit
                                           is not applicable if security holders' approve the issue of the
                                           securities at a general meeting. Listing Rule 7.3 sets out the
                                           information required to be included in the notice of meeting seeking
                                           approval for the issue of the securities. In particular, Listing Rule
                                           7.3.2 requires the date by which the entity will issue the securities
                                           and this date must be no later than 3 months after the date of the
                                           meeting, or, for court approved reorganisations of capital, no later
                                           than 3 months after the date of the court approval. This rule
                                           ensures that an issue of securities that has been approved by
                                           security holders is made within a reasonable timeframe following
                                           the approval, so that it is less likely that the circumstances in which
                                           the issue is made will have changed materially from those
                                           prevailing at the time the approval was given.

                                           Present Application
                                           The Company has raised a total of $1.4 million (before costs)
                                           through the issue of secured notes in the company, $900,000 of



  ASX Limited ABN 98 008 624 691 and its related bodies corporate reserve all rights in the material incorporated in this publication. No part of
this publication may be photocopied, reproduced, transcribed into or stored in a retrieval system or any other form of electronic medium, nor may
    it be transmitted in any form or by any means whether electronic, mechanical or otherwise without the prior written approval of the General
 Manager, Market Information, ASX Limited. NO RESPONSIBILITY IS ACCEPTED FOR ANY INACCURACIES IN THE MATTER PUBLISHED




                                                            PAGE 14 OF 32
Register of ASX Listing Rule Waivers


                                           which have been subscribed for by the Noteholders. The Company
                                           seeks approval for the issue of Interest Shares that will become due
                                           and payable to Noteholders over the 12 months from the date of the
                                           Meeting, with interest of 8% per annum payable to Noteholders on
                                           the date that is six months after the date of issue of the Notes, and
                                           then the maturity date, which is 12 months after the date of issue of
                                           the Notes (unless redeemed or converted earlier). The deemed
                                           issue price of the shares will be the higher of the volume weighted
                                           average price of the Company's shares traded on ASX during the
                                           30 days on which sales were recorded on ASX ending on the day
                                           before the relevant interest payment date; and the lower of $0.01
                                           and the offer price under the Company's proposed entitlement offer
                                           with a floor price of $0.005 per share. In the context of a convertible
                                           note agreement, there is a sufficient degree of certainty about the
                                           basis for calculation of the number of Interest Shares to be issued
                                           for shareholders to be able to give their informed consent to the
                                           issue of the Interest Shares over the relevant period. The waiver is
                                           granted on conditions, including that the Notice discloses the
                                           material terms of the Convertible Notes to the Company's
                                           shareholders. It is appropriate to allow shareholders to be able to
                                           give their informed consent to the issue of the Interest Shares over
                                           the relevant period.




  ASX Limited ABN 98 008 624 691 and its related bodies corporate reserve all rights in the material incorporated in this publication. No part of
this publication may be photocopied, reproduced, transcribed into or stored in a retrieval system or any other form of electronic medium, nor may
    it be transmitted in any form or by any means whether electronic, mechanical or otherwise without the prior written approval of the General
 Manager, Market Information, ASX Limited. NO RESPONSIBILITY IS ACCEPTED FOR ANY INACCURACIES IN THE MATTER PUBLISHED




                                                            PAGE 15 OF 32
Register of ASX Listing Rule Waivers

            Rule Number                    7.3.8
            Date                           16/01/2019
            ASX Code                       MMJ
            Listed Company
                                           MMJ GROUP HOLDINGS LIMITED
            Waiver Number                  WLC190010-001
            Decision
                                           1. Based solely on the information provided, ASX Limited ("ASX")
                                           grants MMJ Group Holdings Limited ("Company") a waiver from
                                           listing rule 7.3.8 in connection with a share purchase plan ("SPP")
                                           to the extent necessary to permit the Company's notice of meeting
                                           ("Notice") seeking shareholder approval for, amongst other things
                                           the issue of that number of fully paid ordinary shares ("Shares") that
                                           when multiplied by the issue price equates to $10,000,000, under
                                           the SPP not to include a voting exclusion statement that excludes
                                           the votes of any person who may participate in the SPP, on the
                                           following conditions:
                                           1.1. that the SPP is not underwritten, or if it is underwritten, the
                                           Company excludes any votes cast on that resolution by any
                                           proposed underwriter or sub-underwriter of the SPP; and
                                           1.2. that the Company excludes any votes cast on that resolution
                                           by any investor who may receive shares under any SPP shortfall.

            Basis For Decision
                                           Underlying Policy
                                           Listing rule 7.3.8 requires a resolution for the purposes of listing rule
                                           7.1 to have a voting exclusion statement excluding votes of security
                                           holders who may participate in the issue, as they may receive a
                                           benefit from the passing of the resolution that will not accrue to
                                           security holders that do not participate in the issue. The policy of
                                           excluding the votes of security holders who may participate in the
                                           issue is not applicable where the nature of the issue is such that all
                                           eligible security holders may participate on an equal basis. In such
                                           cases and the exclusion of security holders entitled to participate
                                           would mean that no votes could be counted. With such issues there
                                           is also limited scope for an individual holder to gain a
                                           disproportionate advantage from the passing of the resolution.
                                           Listing rule 7.3.8 makes an exception from the requirement for a
                                           voting exclusion statement for public offers where existing security
                                           holders are given a priority, and there is a cap on the number of
                                           securities that may be issued to each security holder.




  ASX Limited ABN 98 008 624 691 and its related bodies corporate reserve all rights in the material incorporated in this publication. No part of
this publication may be photocopied, reproduced, transcribed into or stored in a retrieval system or any other form of electronic medium, nor may
    it be transmitted in any form or by any means whether electronic, mechanical or otherwise without the prior written approval of the General
 Manager, Market Information, ASX Limited. NO RESPONSIBILITY IS ACCEPTED FOR ANY INACCURACIES IN THE MATTER PUBLISHED




                                                            PAGE 16 OF 32
Register of ASX Listing Rule Waivers


                                           Present Application
                                           The Company is conducting an SPP to raise up to $10,000,000.
                                           The Company has recently been re-instated to quotation following
                                           re-compliance with Chapters 1 and 2 of the Listing Rules. As a
                                           result of the period of suspension pending re-compliance the
                                           Company is unable to rely upon ASIC Class Order 09/425 and
                                           therefore Exception 15 of listing rule 7.2 and Exception 8 of listing
                                           rule 10.12. Accordingly, the Company is proposing to seek, at a
                                           general meeting, shareholder approval for the purposes of listing
                                           rule 7.1 for the issue of the Shares under the SPP. The SPP will be
                                           conducted under a prospectus and will otherwise comply with the
                                           requirements of ASIC Class Order 09/425. As the issue being
                                           undertaken is one in which all shareholders may participate on an
                                           equal basis, there is no need to exclude the votes of shareholders
                                           entitled to participate in the issue. If there is to be any underwriting
                                           of the SPP, the votes of any underwriters or sub-underwriters are to
                                           be excluded, because their interest in the outcome of the resolution
                                           would be different from that of other shareholders.




  ASX Limited ABN 98 008 624 691 and its related bodies corporate reserve all rights in the material incorporated in this publication. No part of
this publication may be photocopied, reproduced, transcribed into or stored in a retrieval system or any other form of electronic medium, nor may
    it be transmitted in any form or by any means whether electronic, mechanical or otherwise without the prior written approval of the General
 Manager, Market Information, ASX Limited. NO RESPONSIBILITY IS ACCEPTED FOR ANY INACCURACIES IN THE MATTER PUBLISHED




                                                            PAGE 17 OF 32
Register of ASX Listing Rule Waivers

            Rule Number                    7.25
            Date                           17/01/2019
            ASX Code                       IAB
            Listed Company
                                           IAB HOLDINGS LIMITED
            Waiver Number                  WLC190007-001
            Decision
                                           1. Based solely on the information provided, ASX Limited ("ASX")
                                           grants IAB Holdings Limited (the "Company") a waiver from Listing
                                           Rule 7.25 to the extent necessary to permit the Company to
                                           undertake a capital return which may have the effect of reducing the
                                           trading price of the Company's securities to less than 20 cents
                                           each, pursuant to an equal reduction of capital approved by the
                                           Company's security holders.
            Basis For Decision             Underlying Policy
                                           Standard Decision, refer to Guidance Note 17.




  ASX Limited ABN 98 008 624 691 and its related bodies corporate reserve all rights in the material incorporated in this publication. No part of
this publication may be photocopied, reproduced, transcribed into or stored in a retrieval system or any other form of electronic medium, nor may
    it be transmitted in any form or by any means whether electronic, mechanical or otherwise without the prior written approval of the General
 Manager, Market Information, ASX Limited. NO RESPONSIBILITY IS ACCEPTED FOR ANY INACCURACIES IN THE MATTER PUBLISHED




                                                            PAGE 18 OF 32
Register of ASX Listing Rule Waivers

            Rule Number                    8.2
            Date                           23/01/2019
            ASX Code                       RT2
            Listed Company
                                           SERIES 2018-1 REDS EHP TRUST
            Waiver Number                  WLC180422-005
            Decision
                                           1. Based solely on the information provided, ASX Limited ("ASX")
                                           grants Perpetual Trustee Company Limited in its capacity as trustee
                                           (the "Issuer") of the Series 2018-1 REDS EHP Trust (the "Trust") a
                                           waiver from listing rule 8.2 to the extent necessary that the Issuer
                                           need not provide an issuer sponsored subregister as long as the
                                           waiver to listing rule 2.1, condition 3 operates.
            Basis For Decision
                                           Underlying Policy
                                           An entity is to provide an issuer sponsored subregister for securities
                                           except where listing rule 8.2.1 allows for a certificated subregister.
                                           An entity in a jurisdiction where securities cannot be approved
                                           under the operating rules of a clearing and settlement (CS) facility
                                           must provide an issuer sponsored subregister for CDIs. These
                                           arrangements support orderly settlement of securities quoted on the
                                           ASX market.

                                           Present Application
                                           This is a companion waiver to the waiver from listing rule 2.1
                                           condition 3 granted to the Issuer.




  ASX Limited ABN 98 008 624 691 and its related bodies corporate reserve all rights in the material incorporated in this publication. No part of
this publication may be photocopied, reproduced, transcribed into or stored in a retrieval system or any other form of electronic medium, nor may
    it be transmitted in any form or by any means whether electronic, mechanical or otherwise without the prior written approval of the General
 Manager, Market Information, ASX Limited. NO RESPONSIBILITY IS ACCEPTED FOR ANY INACCURACIES IN THE MATTER PUBLISHED




                                                            PAGE 19 OF 32
Register of ASX Listing Rule Waivers

            Rule Number                    8.10
            Date                           23/01/2019
            ASX Code                       RT2
            Listed Company
                                           SERIES 2018-1 REDS EHP TRUST
            Waiver Number                  WLC180422-006
            Decision
                                           1. Based solely on the information provided, ASX Limited ("ASX")
                                           grants Perpetual Trustee Company Limited in its capacity as trustee
                                           (the "Issuer") of the Series 2018-1 REDS EHP Trust (the "Trust") a
                                           waiver from listing rule 8.10 to the extent necessary to allow the
                                           Issuer to refuse to register transfers of debt securities from the date
                                           which is 4 business days before an interest payment date or the
                                           maturity date of the debt securities or if in contravention of clause
                                           5.12 of the Series Supplement or clause 10 of the Master Trust
                                           Deed, on condition that ASX is satisfied with the settlement
                                           arrangements that exist in relation to the debt securities to be
                                           quoted on ASX.

            Basis For Decision
                                           Underlying Policy
                                           An entity must not interfere with registration of a transfer document
                                           relating to quoted securities, subject to a number of exceptions set
                                           out in that rule. This supports the principle that quoted securities
                                           should be freely transferable. The rule also inhibits the ability of an
                                           issuer to cause disruption to the settlement cycle.

                                           Present Application
                                           The securities of the Issuer being quoted are wholesale debt
                                           securities. The securities of the Issuer are to be settled outside of
                                           CHESS. The Issuer is required to close the register of a series of
                                           debt securities from the close of four business days prior to an
                                           interest payment date or the maturity date. This enables the register
                                           to be up to date on an interest payment date or maturity date for
                                           that series of debt securities. The waiver is granted as this is a
                                           common arrangement for these types of securities.




  ASX Limited ABN 98 008 624 691 and its related bodies corporate reserve all rights in the material incorporated in this publication. No part of
this publication may be photocopied, reproduced, transcribed into or stored in a retrieval system or any other form of electronic medium, nor may
    it be transmitted in any form or by any means whether electronic, mechanical or otherwise without the prior written approval of the General
 Manager, Market Information, ASX Limited. NO RESPONSIBILITY IS ACCEPTED FOR ANY INACCURACIES IN THE MATTER PUBLISHED




                                                            PAGE 20 OF 32
Register of ASX Listing Rule Waivers

            Rule Number                    8.21
            Date                           23/01/2019
            ASX Code                       RT2
            Listed Company
                                           SERIES 2018-1 REDS EHP TRUST
            Waiver Number                  WLC180422-007
            Decision
                                           1. Based solely on the information provided, ASX Limited ("ASX")
                                           grants Perpetual Trustee Company Limited in its capacity as trustee
                                           (the "Issuer") of the Series 2018-1 REDS EHP Trust (the "Trust") a
                                           waiver from lsting rule 8.21 to the extent that the Issuer need not do
                                           the following.
                                           1.1. In respect of transactions that are settled outside of CHESS,
                                           mark transfer forms as required by Appendix 8A.
                                           1.2. In respect of transactions that are settled within the
                                           Austraclear system, send confirmation of a change of address to a
                                           security holder at the holder's old address.

            Basis For Decision
                                           Underlying Policy
                                           An entity must comply with Appendix 8A which outlines the time
                                           limits for CHESS requirements in order to maintain an orderly
                                           market and support the ASX Settlement Operating Rules. This
                                           supports the integrity of the ASX market.

                                           Present Application
                                           The securities of the Issuer being quoted are wholesale debt
                                           securities. The likely holders of the debt securities are institutional
                                           investors. The waiver is granted to the extent that transactions are
                                           settled outside CHESS.




  ASX Limited ABN 98 008 624 691 and its related bodies corporate reserve all rights in the material incorporated in this publication. No part of
this publication may be photocopied, reproduced, transcribed into or stored in a retrieval system or any other form of electronic medium, nor may
    it be transmitted in any form or by any means whether electronic, mechanical or otherwise without the prior written approval of the General
 Manager, Market Information, ASX Limited. NO RESPONSIBILITY IS ACCEPTED FOR ANY INACCURACIES IN THE MATTER PUBLISHED




                                                            PAGE 21 OF 32
Register of ASX Listing Rule Waivers

            Rule Number                    10.1
            Date                           18/01/2019
            ASX Code                       CM1
            Listed Company
                                           COOLGARDIE MINERALS LIMITED
            Waiver Number                  WLC180418-001
            Decision

                                           1. Based solely on the information provided, ASX Limited ("ASX")
                                           grants Coolgardie Minerals Limited (the "Company") a waiver from
                                           listing rule 10.1 to the extent necessary to permit the Company to
                                           grant security over the assets of the Company, in favour of each of
                                           Neil Warburton and Bernard Martin (each a "Lender"), pursuant to a
                                           general security deed to be entered into between each Lender and
                                           the Company ("Security") to secure the Company's obligations
                                           under loan agreements under which the Lenders have in aggregate
                                           advanced to the Company $1,060,000 ("Loan Agreements") without
                                           obtaining shareholder approval, on the following conditions.
                                           1.1. The Security includes a term that if an event of default occurs
                                           and the Lenders (or either of them) exercise their rights under the
                                           Security, neither the Lenders nor any of their associates can
                                           acquire any legal or beneficial interest in an asset of the Company
                                           or its subsidiaries in full or part satisfaction of the Company's
                                           obligations under the Security, or otherwise deal with the assets of
                                           the Company or its subsidiaries, without the Company first having
                                           complied with any applicable listing rules, including listing rule 10.1,
                                           other than as required by law or through a receiver, or receiver or
                                           manager (or analogous person) appointed by the Lenders (or either
                                           of them) exercising their power of sale under the Security and
                                           selling the assets to an unrelated third party on arm's length
                                           commercial terms and conditions and distributing the cash
                                           proceeds to the Lender or any of its associates in accordance with
                                           their legal entitlements.
                                           1.2. A summary of the material terms of the Security is made in
                                           each annual report of the Company during the term of the Security.
                                           1.3. Any variation to the terms of the Security which is:
                                           1.3.1. not a minor change; or
                                           1.3.2. inconsistent with the terms of the waiver,
                                           must be subject to shareholder approval.
                                           1.4. The Company and the Lenders must seek to discharge the
                                           Security when the funds advanced to the Company are repaid, or if
                                           it is not discharged, seek shareholder approval for the continuation
                                           of the Security for any further period.
                                           1.5. The Company immediately releases to the market an
                                           announcement which sets out the terms of this waiver, and:
                                           1.5.1. the Company's plans with respect to the repayment of the
                                           funds advanced under the Loan Agreements, and discharge of the
                                           Security, including the timeframe within which it expects the
                                           repayment and discharge to occur; and
                                           1.5.2. a statement of the reasons why the Company has chosen to
                                           obtain a financial accommodation from a listing rule 10.1 party
                                           rather than a lender that is not a related party or substantial holder,
                                           and the steps the Company's board has taken to satisfy itself that
                                           the transaction is being entered into on arms' length terms and is
                                           fair and reasonable from the perspective of the Company's
                                           securityholders.




  ASX Limited ABN 98 008 624 691 and its related bodies corporate reserve all rights in the material incorporated in this publication. No part of
this publication may be photocopied, reproduced, transcribed into or stored in a retrieval system or any other form of electronic medium, nor may
    it be transmitted in any form or by any means whether electronic, mechanical or otherwise without the prior written approval of the General
 Manager, Market Information, ASX Limited. NO RESPONSIBILITY IS ACCEPTED FOR ANY INACCURACIES IN THE MATTER PUBLISHED




                                                            PAGE 22 OF 32
Register of ASX Listing Rule Waivers


            Basis For Decision
                                           Underlying Policy
                                           Listed entities are required to obtain the approval of security holders
                                           for an acquisition from, or disposal to, a person in a position to
                                           exercise influence over the entity of a substantial asset. The votes
                                           of security holders who are parties to the transaction, and their
                                           associates, are not counted. Listed entities are required to obtain an
                                           independent expert's report on the fairness and reasonableness of
                                           the transaction and send it to security holders to accompany the
                                           notice of security holders' meeting. This rule protects security
                                           holders from a value-shifting transaction with a person in a position
                                           of influence being undertaken by a listed entity without the
                                           disinterested security holders having approved that transaction with
                                           the benefit of full information. The rule supplements the related
                                           party provision of the Corporations Act (or, in the case of foreign
                                           entities, the related party provisions of the law of their home
                                           jurisdiction).


                                           Present Application
                                           The Company is proposing to grant to two related parties security
                                           over its assets as security for loans made to the Company by the
                                           Lenders. The Company is granted a waiver from listing rule 10.1 to
                                           enable it to have in place a general security over its assets in favour
                                           of the Lenders (each a listing rule 10.1.1 party), subject to a number
                                           of conditions, including that the security documents provide that in
                                           the event the security is exercised, neither the Lenders nor any of
                                           their associates are entitled to acquire the assets of the Company
                                           without the Company first complying with any applicable listing
                                           rules, including listing rule 10.1. This condition provides a sufficient
                                           safeguard against value-shifting to the parties possibly in a position
                                           of influence.




  ASX Limited ABN 98 008 624 691 and its related bodies corporate reserve all rights in the material incorporated in this publication. No part of
this publication may be photocopied, reproduced, transcribed into or stored in a retrieval system or any other form of electronic medium, nor may
    it be transmitted in any form or by any means whether electronic, mechanical or otherwise without the prior written approval of the General
 Manager, Market Information, ASX Limited. NO RESPONSIBILITY IS ACCEPTED FOR ANY INACCURACIES IN THE MATTER PUBLISHED




                                                            PAGE 23 OF 32
Register of ASX Listing Rule Waivers

            Rule Number                    10.1
            Date                           23/01/2019
            ASX Code                       OEL
            Listed Company
                                           OTTO ENERGY LIMITED
            Waiver Number                  WLC180421-001
            Decision                       1. Based solely on the information provided, ASX Limited ("ASX")
                                           grants Otto Energy Limited (the "Company") a waiver from Listing
                                           Rule 10.1, to the extent necessary to permit the Company and its
                                           subsidiaries not to seek security holder approval in relation to the
                                           deed of amendment between the Company and Mr John Jetter and
                                           Molton Holdings Limited as noteholders ('Molton' and together with
                                           Mr Jetter, the 'Noteholders') as announced on ASX's Market
                                           Announcements Platform on 17 December 2018 ('Deed of
                                           Amendment') which amended the terms of the 8 million convertible
                                           notes issued by the Company to Molton ('Convertible Notes') on the
                                           following conditions.
                                           1.1. A summary of the material terms of the Convertible Notes and
                                           the share mortgage over the shares in Otto Energy (Louisiana)
                                           LLC, Otto (Gulf One) LLC and Otto (Gulf Two) LLC ('Share
                                           Mortgage') under the pledge agreement entered into between,
                                           among others, the Noteholders, the Bank of New York Mellon and
                                           Otto Energy (USA) Inc., is made in each annual report of the
                                           Company during the term of the Share Mortgage.
                                           1.2. The Share Mortgage expressly provides that:
                                           1.2.1. The Share Mortgage is limited to the funds due under the
                                           Convertible Notes.
                                           1.2.2. The Share Mortgage will be discharged when the funds due
                                           under the Convertible Notes have been repaid in full.
                                           1.2.3. If the Share Mortgage is enforced, the assets can only be
                                           disposed of to Molton or its associate(s) if the disposal is first
                                           approved by security holders under Listing Rule 10.1.
                                           1.2.4. If Molton exercises, or appoints a receiver, receiver and
                                           manager or analogous person to exercise, any power of sale under
                                           the Share Mortgage, the assets must be sold to an unrelated third
                                           party on arm's length commercial terms and the net proceeds of
                                           sale distributed to Molton in accordance with its legal entitlements.
                                           1.3. Any variation to the terms of the Convertible Notes or the
                                           Share Mortgage which is:
                                           1.3.1. not a minor change; or
                                           1.3.2. inconsistent with the terms of the waiver,
                                           must be subject to security holder approval.
                                           1.4. The Company and the Noteholders must seek to discharge the
                                           Share Mortgage when the funds advanced under the Convertible
                                           Notes are either repaid to the Noteholders or converted into shares,
                                           or if it is not discharged, seek security holder approval for the
                                           continuation of the Share Mortgage for a further period.
                                           1.5. The Company immediately releases to the market an
                                           announcement which:
                                           1.5.1. Sets out the material terms of the transaction and this waiver
                                           upon finalisation of the Convertible Notes and Share Mortgage with
                                           the Noteholders.
                                           1.5.2. Includes a statement of the reasons why the Company has
                                           chosen to obtain a financial accommodation from a listing rule 10.1
                                           party rather than a lender that is not a listing rule 10.1 party, and the
                                           steps the Company's board has taken to satisfy itself that the




  ASX Limited ABN 98 008 624 691 and its related bodies corporate reserve all rights in the material incorporated in this publication. No part of
this publication may be photocopied, reproduced, transcribed into or stored in a retrieval system or any other form of electronic medium, nor may
    it be transmitted in any form or by any means whether electronic, mechanical or otherwise without the prior written approval of the General
 Manager, Market Information, ASX Limited. NO RESPONSIBILITY IS ACCEPTED FOR ANY INACCURACIES IN THE MATTER PUBLISHED




                                                            PAGE 24 OF 32
Register of ASX Listing Rule Waivers


                                           transaction is being entered into on arm's length terms and is fair
                                           and reasonable from the perspective of holders of the Company's
                                           ordinary securities.
            Basis For Decision
                                           Underlying Policy
                                           Listed entities are required to obtain the approval of security holders
                                           for an acquisition from, or disposal to, a person in a position to
                                           exercise influence over the entity of a substantial asset. The votes
                                           of securityholders who are parties to the transaction, and their
                                           associates, are not counted. Listed entities are required to obtain an
                                           independent expert's report on the fairness and reasonableness of
                                           the transaction and send it to securityholders to accompany the
                                           notice of securityholders' meeting. This rule protects securityholders
                                           from a value-shifting transaction with a person in a position of
                                           influence being undertaken by a listed entity without the
                                           disinterested securityholders having approved that transaction with
                                           the benefit of full information. The rule supplements the related
                                           party provision of the Corporations Act (or, in the case of foreign
                                           entities, the related party provisions of the law of their home
                                           jurisdiction).


                                           Present Application
                                           The Company has previously obtained shareholder approval
                                           pursuant to Listing Rule 10.1 to permit the Company to issue the
                                           Convertible Notes, secured by way of the Share Mortgage for the
                                           benefit of the Noteholders. The terms approved by shareholders at
                                           the Company's Annual General Meeting on 27 July 2017 included a
                                           maturity date of 30 June 2019. The Company proposes to have the
                                           option to amend the maturity date by one year to 30 June 2020, to
                                           pay additional fees to Molton totalling up to US$400,000 and to
                                           suspend the restriction on use of SM 71 proceeds under the terms
                                           of the Convertible Notes (which will cease to take effect if the
                                           Company elects to extend the maturity date). Other terms of the
                                           Convertible Notes remain unchanged. The Company is
                                           consequently amending the Share Mortgage. This amounts to a
                                           disposal of a substantial asset under listing rule 10.1. The Company
                                           is granted a waiver from listing rule 10.1 on a number of conditions,
                                           including that the security provides that in the event it is exercised,
                                           neither the security holder or any of its associates, are entitled to
                                           acquire the assets of the Company without the Company first
                                           complying with any applicable listing rules, including listing rule 10.1
                                           This condition provides a sufficient safeguard against value-shifting
                                           to the parties possibly in a position of influence.




  ASX Limited ABN 98 008 624 691 and its related bodies corporate reserve all rights in the material incorporated in this publication. No part of
this publication may be photocopied, reproduced, transcribed into or stored in a retrieval system or any other form of electronic medium, nor may
    it be transmitted in any form or by any means whether electronic, mechanical or otherwise without the prior written approval of the General
 Manager, Market Information, ASX Limited. NO RESPONSIBILITY IS ACCEPTED FOR ANY INACCURACIES IN THE MATTER PUBLISHED




                                                            PAGE 25 OF 32
Next part ... Cancel